for Customers of Bernhardt Apparatebau GmbH u. Co. – SECUMAR Rettungsgeräte GmbH
1. Area of Application
- These conditions shall apply to all purchase contracts with our customers and are exclusive.
- Conditions of Business of the customer which deviate from these conditions shall only be valid if they have in individual cases been accepted by us in writing.
- Oral agreements shall require our written approval.
2. Conclusion of Contract
- Our quotations are, unless otherwise agreed in writing, subject to change without notice and not binding.
- All contracts shall, on being offered by the customer, only considered to be concluded subject to our written confirmation.
- The order confirmation shall be replaced through delivery and/or issue of invoice.
- An offer by the customer in accordance with § 145 of the German Civil Code can be accepted by us within a period of four weeks.
- If, within 8 days of our order confirmation, no protest is made in writing, then the order shall be considered to have been accepted subject to our conditions.
- We reserve the right to make technical alterations and improvements.
- The prices prevailing on the date of the offer shall be considered as agreed.
- Prices are ex works in EURO and shall be subject to value added tax at the prevailing statutory rate.
- Costs for packaging, transport, transport insurance, expenses, customs duties and other levies shall be borne by the customer.
- Payment shall be made immediately cash net free of charges unless otherwise agreed in writing (without any discount).
- Any cash discount must be agreed in writing.
- Where cash discounts have been agreed, the discount shall only be granted if all earlier payment obligations have been discharged and if no payments have been made on a cash-on-delivery basis.
- Where payment is not made in cash, date of receipt of payment shall always be the date on which the payment is credited to our account.
- Matters relating to due date, default and default interest in respect of the purchase price shall be defined in accordance with statutory regulations.
- The right of the customer to set off against our pecuniary claims shall only apply when the claim of the customer is undisputed, legally determined and unappealable or has been acknowledged by us.
- The customer shall have no right of retention.
- Subject to immediate availability of the goods, delivery shall be made as quickly as possible through provision of the goods ex works.
- Should the goods be forwarded to another destination on the instructions of the customer, then the risk of accidental loss and accidental deterioration shall be transferred to the customer on delivery to the forwarder.
- We shall only be liable for adherence to a delivery date insofar as we have confirmed such delivery date in writing, and in such a case the obligation to render compensation shall be limited to the taking back, free of charge, of the goods which have been supplied late.
- We shall have the express right to make partial deliveries.
- In the case of resale, all instructions, especially instructions for use, must be passed on.
- If the goods are brought into circulation outside of the borders of the Federal Republic of Germany, then the customer shall undertake to adapt the goods to comply with all legal provisions applying in the respective country, especially with regard to type of construction, quality, documentation, labelling and purposes of use.
6. Warranty Claims
- In principle, statutory provisions shall apply; warranty claims shall be limited to improvement and replacement unless such action fails.
- Warranty rights of the customer shall be subject to the customer having duly complied with his obligations to examine the goods and give notice of defects in accordance with §§ 377, 378 of the HGB (Commercial Code); the forwarder must also be notified of defects.
- Claims for compensation for damages, especially compensation for consequential damages deriving from defects, shall be excluded insofar as the damages have not been caused as a result of intentional or grossly negligent action on our part, or on the part of our representatives or agents. Compulsory provisions of product liability law shall remain unaffected.
- Repair and servicing orders for which there is no entitlement to a warranty claim will be carried out against invoicing of the costs incurred.
7. Reservation of Title
- The goods supplied shall remain our property until such time as payment in full has been made of all outstanding accounts of the customer.
- The customer herewith already assigns to us all accounts receivable deriving from the resale of the goods which are subject to reservation of title.
- We undertake, on the request of the customer, to release claims to the extent that their realisable value exceeds the secured claims by more than 10 %.
- On our request, the customer shall specify the debtor for the assigned claim and to disclose the assignment to the debtor.
- Any pledging or transfer of ownership by way of security of the goods subject to reservation of title is forbidden.
8. Partial Nullity
- Should individual provisions of these conditions be invalid, then permissible agreements which come closest to the purpose and meaning of the invalid condition shall apply.
- The residual conditions shall remain integral parts of the contract.
9. Place of Performance, Legal Venue
- Place of performance is Holm, insofar as is not otherwise specified in the order confirmation.
- Legal venue is Hamburg.
- The law of the Federal Republic of Germany shall apply.
Status: Nov. 2008